Delta Airlines 2012 Annual Report Download - page 335

EXHIBIT D
to Credit and Guaranty Agreement
FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER
TO CREDIT AND GUARANTY AGREEMENT
ASSUMPTION AND JOINDER AGREEMENT dated as of [ ] (the “ Assumption Agreement ”)
made by
[ __________ ] a [ Insert State of Organization ] [ corporation, limited partnership or limited liability company
] (the
“ Company ”)
for the benefit of the Secured Parties (as such term is defined in that certain Credit and Guaranty Agreement,
dated as of October 18, 2012, the “ Secured Parties ”) (
as amended, amended and restated, supplemented or otherwise
modified, renewed or replaced from time to time in accordance with its terms, the “ Credit Agreement ”),
among Delta Air
Lines, Inc., as borrower (the “ Borrower ”), the direct and indirect domestic subsidiaries of the Borrower party thereto (the “
Guarantors ”), Barclays Bank PLC, as Administrative Agent thereunder (in such capacity, the “ Administrative Agent ”
),
Wilmington Trust, National Association, as Collateral Trustee thereunder (in such capacity, “ Collateral Trustee ”)
and the
financial institutions party thereto as lenders (the “ Lenders ”).
Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Credit Agreement.
W I T N E S S E T H
The Company is a [ Insert State of Organization ] [
corporation, limited partnership or limited liability
company ], and is a subsidiary of [ Insert name of Borrower or Guarantor
]. Pursuant to Section 5.14 of the Credit
Agreement, the Company is required to execute this document as a newly [ formed ] [ acquired ] subsidiary of [
Insert
name of Borrower or Guarantor ].
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of
which is hereby acknowledged, the Company hereby agrees as follows:
SECTION 1.
Assumption and Joinder
. The Company hereby expressly confirms that it hereby agrees to perform
and observe, each and every one of the covenants and agreements and hereby assumes the obligations and liabilities of
[(i)]
a Guarantor under the Credit Agreement applicable to it as a Guarantor thereunder,
[and (ii) a Grantor under [the
Security Agreement/other Collateral Document, as applicable ] ( any such applicable documents, a “
Company
Security Document ”) in each case applicable to it as a Grantor thereunder]
By virtue of the foregoing, the Company
hereby accepts and assumes any liability of [ (x) ]
a Guarantor related to each representation or warranty, covenant or
obligation made by a Guarantor in the Credit Agreement, and hereby expressly affirms in all material respects, as of the date
hereof, each of such representations, warranties, covenants and obligations as they apply to the Company,
[and (y) a
Grantor related to each representation or warranty, covenant or obligation made by a Grantor in each Company
Security Document, and hereby expressly affirms in all material respects, as of the date hereof, each of such
representations, warranties, covenants and obligations as they apply to the Company]
and hereby expressly affirms in
all material respects, as of the date hereof, each of such representations, warranties, covenants and obligations as they apply
to the Company.
___________________________
1
Include reference to applicable Collateral Documents to the extent that the Company intends to pledge collateral contemporaneous with the
delivery of this Assumption Agreement.